TERMS OF SERVICE
Note: These Terms of Service do not apply to AdvisorPath™ Subscription Content Marketing. Click here to see AdvisorPath™ Terms & Conditions.
By purchasing a consulting service through Left Field Insights (https://leftfieldinsights.com/), these Terms of Service are agreed upon and effective as of the purchase date by and between Independent Advisory Solutions, LLC (dba Left Field Insights), having a principal place of address at 495 Tennessee Street, Memphis, TN 38103 (“Company”) and its recipient (“Client”), whereas Company offers services in accord with these Terms of Service, and whereas Client seeks the services provided by Company.
In consideration of the mutual promises and benefits contained in these Terms of Service, the Parties hereby agree as follows:
1. SERVICES PROVIDED BY COMPANY
Company shall provide services as described in their entirety on the selected service’s digital sales page and/or Statement of Work (“Services”).
2. OBLIGATIONS OF CLIENT
(A) Client shall pay Company the price advertised on the selected service’s digital sales page at time of purchase, unless a different price is agreed to in writing.
(B) Client shall provide, in a timely manner, all tools, information, and documentation requested by Company in connection with its Services.
(C) Client shall respond within 10 business days to communications from Company regarding work performed under these Terms of Service.
3. TERM AND TERMINATION
These Terms of Service shall govern all work completed for a period of 1 (one) year from the date of purchase.
If Client fails to respond to communication from Company regarding work to be performed under these Terms of Service within 30 days of such communication, then this contract shall terminate automatically. In the event of such automatic termination, Company will not refund payments made by Client.
4. OWNERSHIP OF INTELLECTUAL PROPERTY
During the course of work under these Terms of Service, Company may provide Client with certain deliverables to be used in connection with Client’s business. All customized deliverables provided by Company under these Terms of Service and used exclusively by Client for its business shall be the intellectual property of Client.
All other original content created, published, or delivered by Company that is not for the Client’s exclusive use shall remain the intellectual property of Company and cannot be replicated by Client for any purpose.
Company is not responsible for trademark searches, trademark registration, copyright registration or any other service related to the protection of legal rights in Client’s customized and exclusive deliverables.
Client hereby indemnifies, saves, and holds harmless Company for any liabilities, damages, losses, costs, or expenses arising out of any claim, demand, or action by a third party alleging infringement arising out of Client’s use of deliverables provided by Company under these Terms of Service.
5. LIMITATION OF LIABILITY
In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and,
In no event shall a party’s liability exceed the fees paid under this agreement, whether in contract, tort or under any other theory of liability.
Company and Client each warrant that they are authorized to enter this contract. Except for this warranty, neither party makes any other warranties, express or implied. Client acknowledges that Company cannot guarantee any particular results or outcomes from the services provided under these Terms of Service.
Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, finances, accounting, operating, performance, know how, business and process information shall be treated by Company in the strictest of confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified under these Terms of Service without Client’s express written consent.
Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.
8. INDEPENDENT CONTRACTOR
These Terms of Service shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client.
Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity.
Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms of Service.
9. GOVERNING LAW, VENUE, MEDIATION
This contract shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to its choice-of-law or conflict-of-law provisions.
The Parties agree that, prior to filing a lawsuit with respect to any dispute, controversy, or claim concerning these Terms of Service (collectively and individually, “Dispute”), they will make a good faith attempt to resolve the Dispute, in writing, within 30 business days. If no resolution can be determined, the parties will submit the Dispute to mediation, the procedure for which shall be mutually agreed upon by the Parties (“Mediation”). The Parties agree to share equally any costs or fees resulting from engagement of a mediator and or the hiring of an appropriate forum for the Mediation. The Parties agree to pay their own individual expenses incurred in the Mediation (including, without limitation, the cost of each Party’s independent counsel or other representative(s)). Should such Mediation fail, the Parties agree that the exclusive venue for any unresolved Dispute is an appropriate court located within the State of Tennessee.
Any provision of this contract that, by its terms, is intended to continue to apply after any termination or expiration of the Terms of Service, shall survive such termination or expiration and continue to apply in accordance with its terms. This includes, but is not limited to, Section 4 of these Terms of Service.
11. HEADINGS; STRICT CONSTRUCTION
Headings used in these Terms of Service are provided for convenience only and shall not be used to construe meaning or intent of any provisions of the contract. The language used in the Terms of Service shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that these terms shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the contract.
12. NO IMPLIED WAIVER
The failure of either Party to insist on strict performance of any covenant or obligation under these Terms of Service, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this contract shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
13. ENTIRE AGREEMENT
These Terms of Service constitute the final and entire agreement between the Parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, representations, and or understandings, whether written or oral, between the Parties.
14. AMENDMENTS; MODIFICATIONS
No amendment, change, or modification to these Terms of Service after the effective date shall be valid unless in writing and signed by both Parties.
If any term, provision, covenant, or condition of these Terms of Service shall be found to be illegal or otherwise unenforceable, this finding shall not invalidate the whole of the contract. Rather, the remainder of the Terms of Service shall remain in full force and effect, and the offending provision shall be deemed modified or stricken to the extent necessary to render such provision or the rest of the contract enforceable. The rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the Parties’ intent set forth in the original Terms of Service.
All notices, requests, demands, and other communications required or permitted under these Terms of Service shall be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving Party if sent by registered or certified mail (first-class mail, postage prepaid, return receipt requested), or (iii) on the date targeted for delivery if delivered by overnight courier, addressed to (a) Company at the address listed in this Agreement, (b) Client at publicly listed address. Either Party may change the address to which notices are to be sent by written notice of the new address.
17. ELECTRONIC CONSENT
By purchasing a consulting service from Left Field Insights (https://leftfieldinsights.com/), Client consents to the entirety of these Terms of Service.
By accepting Client’s payment, Independent Advisory Solutions, LLC (dba Left Field Insights) consents to the entirety of these Terms of Service.
If you have any questions about our Terms of Service, please contact us.